People of the Looking Glass
by onceuponatime99
Summary: He is the Cat. All powerful and all mighty. Advisor to the Queen of Hearts. Best friend of a mad hatter. He wasn't always like that though.
1. Chapter 1

_OMG! New episodes of OUAT start in September and featureing... CAPTAIN HOOK! I might just have to continue what happened to baelfire because of this! see the full preview at _

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_Wonderland_

A boy of about fourteen years of age fell flat in his back on the hard packed dirt. Groaning slightly he sat up and took in his surroundings. Large mushrooms blossomed over his head. Perched atop the largest one sat a big, blue caterpillar. Taking a deep breath from his pipe, he turned to the boy. "Who are you?" the caterpillar asked; smoke issuing from his mouth and up the boy's nostrils. He coughed a few times before answering. "My name's Baelfire…sir." He said, feeling that this bug was one of power. After a short pause he said again, "Where am I?" The caterpillar looked slightly annoyed. "You are in Wonderland, of course! Although it is not in its full glory, I must say." He exclaimed, suddenly looking downcast. "Oh I'm sorry," Baelfire said awkwardly, "What has happened?" The caterpillar looked woefully down at him. "The Cheshire Cat has just died!" he said, sniffling a little. Baelfire stared back, a little confused. "What's a Cheshire Cat?" he asked hesitantly. A look of pride overcame the caterpillar. "Not what, but who! The Cheshire Cat is the Queen's royal adviser. He possesses the power to jump between realms, read minds, tell lie from truth, and change into a striped cat." he said pompously. "Why can't you get another one?" Baelfire asked. "Because, the cat had no heir and there is no one in all of Wonderland with a heart pure enough to become the great cat." he said. He paused for a second, looking down at the boy called Baelfire.

"You've been through a lot, haven't you?" the caterpillar asked softly. Baelfire nodded silently, a lump forming in his throat. "Yet," continued the caterpillar, "You still have as good of a heart as you did before this night." Baelfire stood silently, unsure of what to say. "Come a little closer." The caterpillar asked reached out his stubby legs towards him. Gulping, Baelfire obediently stepped forward. The caterpillar whispered, "Would you like to be the next Cheshire Cat?" Baelfire was stunned, but he nodded. "This is a lot of responsibility, you know. Are you sure?" the caterpillar warned. Once again Baelfire nodded. "Repeat after me: I, Baelfire accept the full responsibility of the Cheshire Cat and all his power and henceforth severe all my ties to my past life." Baelfire thought about this for a fraction of a second, thinking about his father. If he agreed, would he ever see his father again? Then he repeated. Suddenly, he felt a huge surge pass through him. His hair, starting at the roots, turned raven black. His eyes were those of a feline, like slits. He knelt on our fours, coughing. Finally, it ended and he looked up. The caterpillar looked at the Cat gently. "Go train with Alistair, he'll help you." The Cat was about to ask where and who was Alistair, but suddenly he knew where he was. Quickly he set off into the dark, black night.

_18 years later_

"Alistair, I have to go now, the Queen needs me, she said something about a hatter." The Cat said. He didn't go by his old name anymore, everyone merely knew him as Cat. Alistair took out his pocket watch and sighed. "I suppose you're right. I'll come with you." He said, morphing into the white rabbit he always did for travel. Cat grinned his wide grin and morphed into a purple and black striped cat. At that moment a brown rabbit came hopping in. Within two seconds she was a girl, looking no less than fourteen in appearance. She had long curly brown hair and dark brown eyes to match. "Hullo Al, hey Cat." She said smiling at them both. "Hello March," Alistair said tiredly. "Wanna come with us?" Cat asked, his grin still on his face. "Sure!" she said happily. The group dissapeared in a cloud of smoke to the Queen of Heart's Palace.

_Storybrook, Maine_

The rain splattered hard against the pavement, making huge puddles. A single man walked down the street, an umbrella in hand. He stopped at the doors of a store titled Mr. Gold's Pawnshop. Sheilding his eyes from the rain he walked in. He didn't know why he turned into this specific store, he just felt like getting out of the rain. He hated the rain. He was not a person who hated things, in fact he only hated about three things, give or take a few. He hated: snails, rain, and bullies. As he stepped into the shop he looked around. It was full of mismatched artifacts and old things. He walked aroung in a small circle, taking in everything. A voice from he back called, "I'll be with you in a moment." Cat stopped short. The voice he heard was so familiar, but he couldn't place it. Cat shook his head, trying to get the name into his head. At that moment a man walked out from the back room. Cat stared at him for a full second before clearing his throat. "Um... I-I was just leaving." Then without another word he swept out of the room into the night.

stared out the door at the stranger. His hair was dark black, but that was not what troubled him. It was his eyes. His eyes were like a cat's, unnatural for a human being. Some part of the man seemed familiar, but he couldn't put his finger on it. Who was this man?


	2. Chapter 2

_Wonderland_

They waited in the shadows as Jefferson was dragged in. "What has Jefferson got into now?" Cat said, shaking his head. The group watched silently as the man was dragged forward the axe slowly desending on his neck... March shut her eyes and Alistair rolled his. Cat just simply watched, he'd seen this a million times before. The head came clean off, blah, blah, blah. Same as always.

Later, Cat went to visit Jefferson in his basement prison. He simply materialized, scaring Jefferson a bit. Cat slipped over, still in his feline form. "Are you okay?" he asked, concern filling every bit of sound in his voice. Jefferson turned his head slowly to face him. "Do I look like I'm okay? I'll never see my daughter again!" Then he laughed, a crazy, mad laugh that echoed around the room. "I couldn't ask you to understand, you're just a cat, you haven't loved someone before." The room got ten degrees colder just by the look Cat gave him. "I never loved, have I?" Cat said dangerously quiet, slowly turning into his human form as he said it. "Never had anyone love me. What do you expect, you ignorant fool, that Wonderland somehow gave birth to me? That is the stupidest thing I've ever heard." Jefferson sighed. "I didn't mean it like that." Cat sighed to, but his was much sadder. "Do you really want to know my story?" he asked. Jefferson nodded. Cat started, " It was a long time ago, most likely before you came into exsistence that it happened. My father and I lived in the land of the Duke, during the Ogre Wars." Jefferson interreupted. "The Ogre Wars were hundreds of years ago!" he protested. Cat shot him an annoyed look. "I'm getting to that, if you'd listen." he said, the he continued, "The Duke was cruel and evil, some say he even killed his own father to gain power." Jefferson shivered. "I was about to turn thirteen, that was the age that you were required to fight. My papa didn't want me to go, he was scared. He fought in the wars too, you know. He deserted and my mother, Siria, left him. Anyways, the night before my thriteeth birthday my father decided that to smuggle me somewhere safe, but the Duke knew about it and found us. Luckily a stranger took us in. His name was Zoso I believe. He tricked my father into killing the Dark One, which was an all powerful imp. As it turns out, Zoso was actually the Dark One and when my father killed him, he got his powers." Jefferson gulped. "I-I'm so sorry I didn't know." he said. "Oh that's not all." Cat laughed, it was crazier that Jefferson's, the laugh of a broken man. "He was different after the transformation, his temper was quicker and he hurt people a lot. Once I was playing out in the street with my friends and I kicked the ball into the road. I was careless, and ran into the road without looking. A cart was coming fast and I didn't see it. Luckily for me, the driver had just enough time to stop before he ran into me, but one of his horses reared up and cut my leg. My papa came out and saw what happened. I tried to reason with him but he wouldn't listen." Cat took a breath, shuddering. "He turned the man into a snail and squished him." Another shiver passed through Cat. "To this day I hate snails. I decided something needed to be done. I made a deal with him saying that if I could find a way to free him off his curse then he would have to do it. Indeed I did find a way. The Blue Fairy gave me a magic bean that would take my father and I to a world without magic. My father chickened out at the last possible second and let me fall. I came here. I could be dead for all he cares." Jefferson stood there for a second, shell-shocked. "I can just imagine that smug look on his face after he got rid of me," Cat continued, "He was finally freed of his over eager, stupidly trusting son Baelfire. I could be dead for all he cares." Jefferson looked mildly surprised. "Your real name is Balefire?" he asked. Cat nodded. "You really are old then." Jefferson said. Cat shrugged. "Time moves slower in wonderland, plus it helps I have nine lives." he said, with a tone that leeked with surpressed fury. Jefferson looked thoughfully at Cat. "What was your father's name?" he asked. "Rumpelstiltskin." Cat replied miserbley. Jefferson gasped at him. "The Rumpelstiltskin?" he said in surprise. Cat nodded grimly. At that moment, March popped into appearence. "That... That evil man!" she exclaimed, tears streaming down her face "He'll pay!" The she popped out of sight. "Wait, March, no!" Cat cried and reached out to grab her, just as Jefferson reached out to hold Cat back, his fingers brushed his coat and they were both sucked through the realms, to the Enchanted Forest. Once there, a great storm cloud loomed over them, as Jefferson looked around. "Jefferson, March we have to go back! Something bad's going to happen!" Cat shouted over the rising wind. Jefferson looked to face Cat, a look of pure joy on his face. "I'm free! I have to find Grace!" Jefferson shouted back. With that he ran off. March turned to him. I can get back by myself, Cat! I swear I going to beat the hell out of your father." she shouted and ran away to. Cat sighed exsassperatly and turned back to Wonderland, just a few seconds before Alistair appeared looking for his sister and exactly a minute before a very powerful curse whisked everyone away to a land without magic.

_Storybrook, Maine_

A dark figure walked alone on an empty road heading towards the woods. He stopped abrubtly. "What am I doing?" he asked himself. Without the slightest change in expression he changed into a great cat, striped purple and black, and continued down the road, walking on a cloud of smoke. At last he arrived at his destination, a beautiful old mansion, complete with sprawling lawns and a fountain. Cat went up to the doors, swiftly changing back to a human and rang the doorbell. Nothing happened. He rang it again and again and again. Finally he heard footsteps clunking down the stairs. A very tired looking man opened the door. "What?" he grumbled. Cat grinned. "Great to see you Jefferson! Mind if I come in?" he asked, hurrying inside without an answer. Jefferson blinked. "Who are you?" he asked groggily. "Really, you're starting to sound like a caterpillar," Cat said, a little amused. Jefferson's eyes widened in disbelief. "Cat?" he exclaimed. Cat grinned, wider than humanly possible. "The one and only."

"Come on, Jefferson, we're going to Idaho." Cat said, still grinning. They were sitting in Jefferson's living room, drinking cups of scalding tea instead of coffee. They both preffered it like that. It was about 8 a.m. "Why?" Jefferson asked. "Trust me," was Cat's answer, then without warning he grabbed Jefferson's shirtand pulled him through time and space, just as he did with realms. After what only seemed like seemed like a few seconds, they were standing in front of a huge brick building. The bronze plaque above the door read: _Ms. Pence's Orphanage of Idaho_. "Wha-" started Jefferson glancing from Cat to the building and back again. "We have an old friend we need to pick up." Cat said, responding to Jefferson's odd look. They marched in to the building, Jefferson still, to be quite honest, very lost. Cat walked up to the desk. "Can I see March O'Hare please?" he asked the secretary. She looked up and spat in a slow drawl, "Do you have an appoitment?" Cat smirk and snapped his fingers. The lady went into a daze. "Down the hall, first door on the left," she said dreamily. "Thanks," Cat chirped and he and Jefferson started down the hall. "Why is March here?" Jefferson asked. "Because," Cat said, "A lot of people were taken by the curse, and people who weren't intended to be shipped to Storybrook, aka Wonderlanders, were either sent to different places or didn't have memory loss, or both." They neared the door and Jefferson pushed it open. Inside was a girl, about fourteen years old sitting on the bottom bunk of her bunk bed, looking out the window. "March," Jefferson whispered. March flung around, her hair whirling. "Jefferson! Cat!" she cried. She ran up and hugged them both, almost knocking them over. "Whoa March, we still have to get your brother." Cat laughed. March looked up at them. "Plus I have unfinished buisness with your father...Baelfire." she said, a familiar scowl returning to her lips. Cat chuckled. "You can do that soon, don't worry." And then, off they sped, through the fabrication of earth once again. Jefferson staggered as they landed in front of yet another brick building. "Where are we now?" Jefferson asked. "Washington State, at _The Washington State Home for Unwanted Boys."_ Cat answered grimly. The walked in. Cat snapped his fingers, they marched down the hall to a wooden door with a sign that said: Keep Out. They walked in. A boy with stark white hair was sitting at a desk scribbling something on a piece of paper. March ran up to him as he turned around. He looked from March to Cat to Jefferson and back again. "Well finally," he said a slow grin spreading on his face. "You're late." March hugged him. They all ran outside and were whisked away to Storybrook.

_To be continued..._


	3. Chapter 3

Alice, 20 year old daughter of King Thrushbeard, was lost. Hopelessly, without a doubt, lost. All she had wanted was a simple walk in the woods. She had asked her elder sister Lorina to come with her, but she had refused, worried she was going to get her new dress dirty. After all, she was meeting with a prince today, she had been invited to stay the night at his palace. The other princesses who had stayed there always came back empty handed, but claimed they had had the best night's sleep ever on one hundred downy mattresses. Her father and mother had a meeting with Rumpelstiltskin later this afternoon and Alice didn't wasnt to disturb them, seeing as they were always nervous before one of these meetings. So it was just Alice all alone in the Whispering Woods. The sky was beginning to turn evening gray, and Alice felt a few tears splash on the sky blue fabric of her dress. Roughly wiping her cheek, she sat down by a wisened oak. Alice expected to hit the ground with a hard thud, but instead she kept falling, down and down. She let out a scream as she bounced off a giant bed. She landed on hard on the ground of the room full of doors. She lifted herself after coughing a few times and took in her surroundings. There were dozens of doors, each one different than the last. One had a round table engraved on the surface with a couple of knights sitting around it. The next was forest green, a bow, arrow and quiver painted on the front. Yet another was an emerald green and expanse of yellow brick road shone in the backround. Finally she came to the one that intrigued her most. It was a mirror, and Alice could see herself clearly in it. Her dress was torn in a place, but otherwise she looked fine. The only thing that bothered her was that the backround didn't show the room she was in, but instead a whimsically green forest with multicolored birds. She reached out a hand to touch the glass, to see if this was real. Her hand touched nothing and Alice found herself being pulled through the door. She sat bolt upright, taking in her surroundings. Everything around her was too vibrant, too bright. The flowers too pink, the trees too green. It wasn't at all like the forest greens and navy blues of home. A puff of vile smelling smoke snapped Alice out of her thoughts. "Who are you?" a violently blue caterpillar sitting atop a red mushroom asked. "I'm Alice. Who are you? And where am I?" she asked. The caterpillar frowned. "I know who I am. As for where you are, you are in Wonderland of course! You must have meant to come here if you came through the looking glass. Now, get out of here you silly girl." he said, as if this all was completely obvious. "But-" Alice started, but before she could finish the caterpillar puffed another cloud of smoke at her and disappeared in the mist. Alice huffed, quite annoyed that the caterpillar had just dissapeared on her. Putting that behind her, she stood up and looked around. There was a trail to her left, so she took it. After what seemed like an eternity of walking she came to a fork in the road. An ancient live oak stood in the middle, and perched up in the branches was a cheshire cat, with a grin on its face. This bothered Alice because, quite frankly, cats could not grin. She herself had a kitten and never in her lifetime had it smiled like that. "Um, hello there." she said, not wanting to anger the cat. Appartently she didn't, because it kept on grinning at her. "Which way should I go?" she asked. "Well, that depends on where you want to go." the cat answered, its grin still plastered on it's face. "I don't care," Alice said "As long as I get somewhere." "Then it doesn't matter which way you go." Alice glared at the cat. Why wouldn't anyone here give her straight answer. The cat must have noticed her glare, because his smile became a little softer. "Why don't I take you to the Hare and the Hatter, hmm?" he said. Alice replied skeptically, "Who are they?" The cat laughed. "Why they're mad!" he laughed. Alice's face spread into a look of horror. "I don't want to be among mad people!" she exclaimed. She had seen mad people before in her kingdom. The homeless people on the streets who cried out nonsense to passing people. This mad the cat smile even more. "But you already among mad people. That caterpillar's mad. You're mad. As you may have noticed, I'm not all there myself." he said as if this was normal. Alice frowned. "How am I mad?" she asked, slightly offended. She had never been called mad before. "Well, you're here, aren't you?" he responded shrugging his cat like shoulders. The he dissapeared in a puff of purple smoke. Alice looked wildly around, and spotted him at the end of the path, standing in mid-air. "Coming?" he said. Alice ran to catch up. "What is your name?" she asked looking at her companion. "Cat." he answered simply. Alice wrinkled her nose. "Cat isn't a name, it's an animal. I'm Alice. Now you don't have an excuse not to tell me what your real name is." she said, stopping and crossing her arms. Cat, as he was called, looked at her with his feline eyes. "It's Baelfire. Happy?" he grumbled and Alice realized it was the first he hadn't been grinning. "You don't like your name?" she inquired. She always liked her name enough. She certainly loved the name Baelfire, it sounded like a noble name, even if it was an old name. If she ever had a boy, she decided, his name would be Baelfire. If it was a girl, Grace or maybe Paige. "I don't like the man who gave it to me." Alice didn't ask any more questions. Something in the cat's tone of voice had hinted he was a little more than annoyed. Finally, after walking a while in awkward silence, they reached a tea table. A young girl was seated at it talking excitedly to a boy who looked a few years older than her. The girl had dark brown hair and wide, black eyes. The boy had hair white as snow, and for a minute, Alice thought he was an albino. She was soon corrected when she saw his eyes. Dark black, serious eyes. The man at the end of the table took her breath away for a moment. His light brown hair was shaggy and topped with a hat. A smile lit up his hazel eyes. He didn't look mad at all. "Jefferson, March, Alistair, this is Alice. She fell through the rabbit whole I presume?" Cat said looking at Alice for conformation. Alice nodded shyly. The girl with the brown hair, March, was her name glared at Alistair. "I told you, you shouldn't go digging hole up there. Look what happens!" she said. Alistair rolled his eyes. "How do you know it was my hole, hmm? I haven't dug anything for a week, and you know that." he said, waving her off. March glared, but didn't say anything else. Jefferson, on the other hand, smiled. "What don't you join us for tea and cake, Alice?" he said politely, gesturing to an empty chair beside him. Alice smiled back. "Is there a special occasion going on?" Alice said, looking around at all the cakes and sweets. Cat grinned. "Well, it isn't any of our birthdays, so let it be an un-birthday party." he laughed. Everyone around the table laughed, including Alice. Then Jefferson frowned. "Cat, we have company. Why not show us your human form." he said. This took Alice by surprise. It never occured to her that the cheshire cat might be human. Cat sighed. "fine," he grumbled. There was a puff of purple smoke and once was there a cat, now was a man with black hair and feline eyes. " Better," Jefferson grinned. "So Alice, tell me, how did you find yourself in Wonderland?." Jefferson said, his hazel eyes locking with her blue ones. That moment Alice felt something she had never experienced before: love at first sight.

The sky was black when Alice and Jefferson finished talking. Alice looked nervously around when she realized how late it was. "How do I get home?" she asked worriedly. Jefferson's face fell. "You don't want to stay?" he asked sadly. Alice returned with a sad smile. "I don't want to leave, Jefferson, but mother and father will be worried. I promise I'll come back." she pleaded, looking deep into his eyes. Jefferson just shook his head. "No one can find the rabbit hole twice, but..." he trailed off looking at her intensely. "What?" Alice asked. "How would you like to see my hat?" he said, grinning.

Alice ran home alight with happiness that evening. As it turns out, Jefferson's hat was magical. He took her places she'd never seen before. The lush, green forests of Sherwood, the rolling plains of Camelot, and candy-colored Oz. At the end of their trip, he gave her a peck on the cheek and promised to return at the edge of the woods next Saturday. So Alice rushed home, so excited to share her news of the mysterious hatter, she forgot all about her parent's meeting. She rushed into the Great Hall of her home. "Mother, Father! I've had the best evening! I fell through a rabbit hole and met a hatter called Jefferson and he was amazing! I also met Cat, but his real name was Bae-" he voice suddenly died in her throat when she saw a golden man seated at the table with her parent. Mouthing soundlessly for a moment, Alice stared at the one and only Rumpelstiltskin. "I'm so sorry." she apologized weakly, dropping into a clumsy curtsy. Rumpelstiltskin only grinned at her, but the smile didn't reach his eyes. His eyes expressed an entirely different emotion. Was it hope? Hope for what? That look hadn't been in his at the beginning of her story just when she mentioned the Cat... Suddenly, a line that Cat said to her came back to her. "_You don't like your name? I don't like the man who gave it to me."_ Something clicked in Alice's mind. "Baelfire was Rumpelstiltskin's son! Her eyes growing large, she curtsied once again before running up to her room. That night she fell asleep with thoughts of Cheshire grins, and lost sons.

Cat, Jefferson, March, and Alistair walked down the street of Storybrook, Maine. March was slightly ahead, storming and grumbling something about betrayers. "Does she even know where she's going?" Cat asked Alistair in a mock whisper. Alistair laughed. "Probably not." he replied. He turned his head upward to look at his friend and what he saw surprised him. "Uh... Cat. Do you happen to have a mirror?" he asked, trembling a bit. Cat scoffed. "Why would I need a mirror?" he asked. Then he got his reflection in a shop window. His hair had turned a light, chestnut brown, along with his eyes. He stopped dead, staring there, his mouth agape. "No, no no no!" he muttered, still staring. March's mouth was wide. "So THAT's what you really look like!" she gasped. Jefferson blanched. "Magic doesn't last long in this world." he murmured. He had really hoped Cat could have done something about the curse. Suddenly March flicked her head. "Is this it? Is there where he is?" she asked. They had arrived at Mr. Gold's Pawnshop. Jefferson nodded. Cat turned to all of them scowling. "If any of you say anything about who I am, I will kill you. Understand?" he growled. Everyone nodded and into the shop they went. The little bell above the door rang and Mr. Gold turned around. There he saw something totally unexpected. Strangers. "Jefferson, how may I help you?" he asked, addressing the only person he recognized out of the group. Jefferson smiled weakly. "My, uh, friends, from, um out of town wanted to come in." he fumbled. Mr. Gold arched an eyebrow. "Why don't you introduce me, hm?" he asked. "Okay," Jefferson said awkwardly, "This is March." The girl with the long brown hair glared at him with cold eyes. "Her brother Alistair." The boy with the white hair nodded his head in recognition. "Cat." The last person said before Jefferson could introduce him. He had dark brown hair that fell into his eyes slightly. His dark brown eyes were cold at the moment, but gave of signs that they had smiled often. "Cat's an unusual name." Mr. Gold commented. Cat merely grinned. "I don't like my real name. Cat's more of a nickname." he said shrugging. "Wow!" came a voice from the corner. March had found something. "Look how old this is!" she said in wonder, looking at an old leather ball. "That's not for sale." Mr. Gold said coldly. "I know, you couldn't sell this!" she said, rolling her eyes then giving a meaningful look to Cat. He glared back. Mr. Gold was starting to get a little confused. "Listen, Regina's curse is weakening. It might be time to move in and attack." Jefferson said, dropping his voice. "It's not that easy, dearie." Mr. Gold said shaking his head. Cat heard this. "Don't you wish you could just turn your enemy's into snails and crush them?" he said. The room fell deadly silent. Cat was the only one who didn't seem to notice. After about a minute Jefferson shifted awkwardly. "Well we must be going." he said. March shot a glare at Mr. Gold. Alistair held the door open. Cat was the last to leave. He looked around with a sad look in his eyes. Just as his foot was almost out the door, Mr. Gold called out. "Bae." The word rang out like a long forgotten bell and Baelfire stopped, frozen in the doorway. It was the first time he had heard his name spoken out loud by another in a long time. A tear escaped the corner of his eye but he harshly wiped it away. "I don't go by that name anymore." he said, trying to keep his voice from wavering. Mr. Gold gulped. "Bae, I've spent every moment looking for you and-" "No you haven't!" Cat yelled, tears now running freely down his cheeks. "You didn't care if I died or-or.." He collapsed into sobs then, letting all the emotions he hadn't let flow for awhile. Mr. Gold came up and put an arm around his son and leaned into him. Father and son were together at last.

The End

**I hope you guys like this story! _I'm sorry it had to come to an end so soon, but I have a new story in mind and I want to start it before Season 2 starts back up! 1 more week!_**


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